Blue Chip India Ltd.
|BSE: 531936||Sector: Financials|
|NSE: BLUECHIP||ISIN Code: INE657B01025|
|BSE LIVE 12:17 | 28 Jul||Stock Is Not Traded.|
|NSE 15:06 | 08 Jul||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||1|
|Mkt Cap.(Rs cr)||1.16|
Blue Chip India Ltd. (BLUECHIP) - Director Report
Company director report
Your Directors have pleasure in presenting the Thirty-First Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year under review are given below :
2. DIVIDEND & RESERVE
During the year under review the Board have decided not to recommend any dividend andRs. 15053.55/- has been transferred to reserve fund under section 45 IC of RBI Act 1934for the year ended 31st March 2016.
3. PERFORMANCE REVIEW
During the year under review your Company has earned a profit of Rs. 75267.74. YourDirectors are making all efforts to improve the performance of the Company further infuture.
4. CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended 31st March 2016.
5. SHARE CAPITAL
The paid up equity capital as on March 312016 was Rs. 1106.09 Lakhs. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted stock options or sweat equity.
6. SUBSUDIARY/JOINT VENTURE/ASSOCIATE
The Company does not have any Subsidiary/Joint Venture/Associate.
7. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on three Indian Stock Exchangesviz. National Stock Exchange (NSE) Bombay Stock Exchange (BSE) and Calcutta StockExchange (CSE). The reason for suspension of shares of the Company from trading in CSE hasnot been communicated and your directors are taking necessary steps for the same.
Listing fees for the financial year 2016-17 have been paid to Stock Exchanges. TheCompany has also paid the annual custodian fees to NSDL & CDSL for the Securities ofthe Company held in dematerialized mode with them for the year 2016-17.
8. FIXED DEPOSITS
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
9. LOANS GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) of the Companies Act 2013 your Company being thenon-banking financial Company are exempted from disclosure in the Annual Report.
10. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 regarding Corporate Social Responsibilitiesare not applicable to the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company and provisions of theCompanies Act 2013 Smt. Madhu Barnwal (DIN : 07150790) retire by rotation and beingeligible offer herself for reappointment. The Board recommends her re-appointment for theapproval of the members.
Brief resume of Director seeking re-appointment in pursuance of Regulation 36(3) ofSEBI (LODR) Regulations 2015 forms part of the notice of the 31st Annual General Meeting.
Shri Manoj Saraogi ceased to be Chief Financial Officer of the Company w.e.f. close ofbusiness hours on 27th May 2016.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.
12. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI (LODR) Regulations 2015 the Board hascarried out an evaluation of its own performance performance of the Directors as well asthe evaluation of the working of its committee.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the ManagingDirector and Non Independent Director was carried out by the Independent Directors attheir meeting without the attendance of NonIndependent Directors and members of themanagement. The Directors were satisfied with the evaluation results.
13. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2015-2016 forms part of Report on Corporate Governance.
14. INTERNAL FINANCIAL CONTROL
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In opinion of the board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company. During the year suchcontrols were tested and where material weaknesses in the design or operation wereobserved by the auditor new procedures will be put in place to strengthen controls inconsultation with Auditor.
15. NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other employees of the Company.This Policy has also laid down the criteria for determining qualifications positiveattributes independence of Director and Board diversity and criteria for evaluation ofBoard its Committee and individual Directors. The policy is stated in the Report onCorporate Governance.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called "Whistle Blower Policy" for Directors andemployees to report genuine concerns or grievances. The policy is available on the websiteof the Company (www.bluechipind.net).
17. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Actand SEBI (LODR) Regulations 2015 which provides a mechanism for risk assessment andmitigation.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
18. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Directors has in place Internal Complaint Committee to review the cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and further state that there were no cases reported in respect toabove mentioned Act.
19. RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were inthe ordinary course of the business and were on arms length basis. Thus disclosurein Form AOC-2 is not required. Further there were no materially significant related partytransactions entered by the company with Promoters Directors Key Managerial Personnel orother persons which may have potential conflict with interest of the company. The policyon Related Party transaction as approved by Board of Directors has been uploaded on thewebsite of the Company. The web link of the same is www.bluechipind.net
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.
20. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year there are no significant and material order passed by theRegulators/Courts which would impact the going concern of the Company and its futureoperation.
21. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
22. AUDITORS REPORT/SECRETARIAL AUDIT REPORT
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Messers. Deobki Bijay & Co. Chartered Accountants Statutory Auditors of theCompany holds office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
The Board recommends the appointment of Messers. Deobki Bijay & Co. CharteredAccountants as Statutory Auditors of the Company from conclusion of ensuing Annual GeneralMeeting till the conclusion of Thirty-Fourth Annual General Meeting (AGM) to be held inthe year 2019 subject to ratification of their appointment at every AGM. The Company hasreceived letter from the Auditors to the effect that their re-appointment if made wouldbe within the prescribed limits under the Companies Act 2013 and they are notdisqualified for appointment.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. B. K. Barik & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the year ended 31st March 2016. TheSecretarial Audit Report is annexed herewith as Annexure I.
M/s. Dash & Associates Chartered Accountants performs the duties of internalauditors of the company for the year ended 31st March 2016.
24. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT 9 is annexedherewith as Annexure II.
25. MATERIAL CHANGES
There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2016 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.
26. FOREIGN EXCHANGE
During the period under review there was no foreign exchange earnings or out flow.
27. STATUTORY INFORMATION
Since the Company does not own any manufacturing facility requirement regarding thedisclosure of particulars of conservation of energy and technology absorption prescribedby the rules is not applicable.
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. There are no employees who are in receiptof remuneration in excess of the limit specified under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in obtaining a copy thereof such member may write to the Company inadvance.
29. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees which resulted insmooth flow of business operations during the year under review.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Agreement with the Stock Exchanges the Company has implemented theCode on Corporate Governance. The Corporate Governance compliance certificate obtainedfrom the Auditors of the Company is attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governanceforms an integral part of this report. The Board members and Senior management personnelhave confirmed compliance with the Code of conduct.
Your Directors acknowledge the support and owe a debt of gratitude to the MembersInvestors Consultants & Bankers. Your Directors also place on record theirsense of appreciation for the valuable contribution made by the employees of the Company.
10 Princep Street
Kolkata - 700 072 Dated : 12th August 2016
On behalf of the Board of Directors
For BLUE CHIP INDIA LIMITED
Managing Director DIN No.00174557